Obligation Air France-KLM 8.125% ( FR001400F2R8 ) en EUR

Air France-KLM

100 % ⇌

France

FR001400F2R8 ( en EUR )

8.125% par an ( paiement annuel )

31/05/2028

Prospectus brochure de l'obligation Air France-KLM FR001400F2R8 en EUR 8.125%, échéance 31/05/2028

31/05/2025 ( Dans 114 jours )

Air France-KLM est une compagnie aérienne multinationale née de la fusion d'Air France et KLM Royal Dutch Airlines, opérant un vaste réseau de vols passagers et cargo à travers le monde.

L'Obligation émise par Air France-KLM ( France ) , en EUR, avec le code ISIN FR001400F2R8, paye un coupon de 8.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 31/05/2028

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET
MARKET Solely for the purposes of each manufacturer's product approval process, the target market assessment in
respect of the Notes, taking into account the five (5) categories referred to in item 18 of the Guidelines published by
the European Securities and Markets Authority ("ESMA") on 5 February 2018 has led to the conclusion that: (i) the
target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID II"); and (ii) all channels for distribution of the
Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect
of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or both) of: (i) a
retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive
(EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II. Consequently, no key information document required by Regulation 1286/2014/EU, as amended (the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the
United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client,
as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined
in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the
EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of
UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Notification pursuant to Section 309B of the Securities and Futures Act 2001 of Singapore The Notes are capital
markets products other than prescribed capital markets products (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018 of Singapore) and Specified Investment Products (as defined in MAS Notice SFA
04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).

- 1 -

Final Terms dated 12 January 2023
AIR FRANCE-KLM
Euro 4,500,000,000
Euro Medium Term Note Programme
SERIES NO: 2
TRANCHE NO: 1

500,000,000 8.125 per cent. Sustainability-Linked Notes due 31 May 2028
CRÉDIT AGRICOLE CIB
DEUTSCHE BANK
HSBC
NATIXIS
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

PART A
CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base
Prospectus dated 21 December 2022 which received approval number 22-500 from the Autorité des marchés financiers
("AMF") in France on 21 December 2022 which constitutes a base prospectus for the purposes of the Prospectus
Regulation (the "Base Prospectus"). The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as
amended.
This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation
and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes
is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus
and the Final Terms are available on the websites of (a) the AMF (www.amf-france.org) and (b) Air France-KLM
("the Issuer") (www.airfranceklm.com) and copies may be obtained from Air France-KLM, 7, rue du Cirque, 75008
Paris, France.

1.
(i)
Issuer:
Air France-KLM
2.
(i)
Series Number:
2

(ii)
Tranche Number:
1
3.
Specified Currency or Currencies:
Euro ()
4.
Aggregate Nominal Amount:

(i)
Series:
500,000,000

(ii)
Tranche:
500,000,000
5.
(i)
Issue Price:
99.547 per cent. of the Aggregate Nominal Amount
6.
Specified Denomination(s):
100,000
7.
(i)
Issue Date:
16 January 2023

(ii)
Interest Commencement Date:
Issue Date
8.
Maturity Date:
31 May 2028

- 2 -

9.
Interest Basis:
8.125 per cent. Fixed Rate, subject to any Step Up
Trigger Event

(further particulars specified below)

10.
Redemption/Payment Basis:
Redemption at par
11.
Put/Call Option:
Call Option
Make-Whole Redemption
Clean-up Call Option
Residual Maturity Call Option

(further particulars specified below)
12.
(i)
Status of the Notes:
Unsubordinated Notes

(ii)
Dates of corporate authorisations for Resolutions of the Conseil d'administration of Air
issuance of the Notes:
France-KLM dated 28 July 2022 and 8 December
2022 and decision of the Directeur Général Adjoint
Economie et Finances dated 10 January 2023
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Fixed Rate Note Provisions
Applicable

(i)
Rate of Interest:
8.125 per cent. per annum payable annually in arrear

(ii)
Interest Payment Date(s):
31 May in each year

(iii)
Fixed Coupon Amount
8,125 per 100,000 in nominal amount, subject to
the Broken Amount provisions below

(iv)
Broken Amount:
3,005.14 per 100,000 in nominal amount, for the
period
from,
and
including,
the
Interest
Commencement Date to, but excluding, 31 May 2023

(v)
Day Count Fraction:
Actual/Actual ICMA

(vi)
Determination Date(s):
31 May in each year

(vii)
Business Day Convention:
Following Business Day Convention

(viii)
Business Centre:
TARGET2

(ix)
Party responsible for calculating Interest Not Applicable
Amounts (if not the Calculation Agent):
14.
Floating Rate Note Provisions
Not Applicable
15.
Zero Coupon Note Provisions
Not Applicable
16.
Fixed/Floating Rate Notes Provisions:
Not Applicable
17.
Inflation Linked Notes Provisions relating to CPI or Not Applicable
HICP Linked Interest

- 3 -

18.
Sustainability-Linked Notes Provisions - Step Up Applicable
Option

(i)
Sustainability Performance Target(s):
GHG emissions intensity KPI reduction by 10% from
a 2019 baseline in respect of 31 December 2025

(ii)
External Verifier:
KPMG Audit as of the Issue Date

(iii)
Target Observation Date:
31 December 2025

(iv)
Initial Rate of Interest:
8.125 per cent. per annum

(v)
Step Up Margin:
0.375 per cent. per annum with respect to the Target
Observation Date falling on 31 December 2025

(vi)
Interest Step Up Payment Dates:
Interest Payment Dates falling on 31 May 2027 and
on 31 May 2028

(vii)
Sustainability Reporting Date:
As per Condition 6.5.4 (Sustainability Reporting)
19.
Sustainability-Linked Notes Provisions Premium Not Applicable
Payment Option
PROVISIONS RELATING TO REDEMPTION
20.
Call Option
Not Applicable

21.
Make-Whole Redemption (Condition 7.2.2)
Applicable

(i)
Notice period:
As per Condition 7.2.2 (Make-whole redemption)

(ii)
Parties to be notified (if other than set out in Not Applicable
Condition 7.2.2):

(iii)
Make-Whole Redemption Margin:
0.50 per cent. per annum

(iv)
Method of determination of the Make-
Reference Dealer Quotation
Whole Redemption Rate:

(v)
Reference Screen Rate:
Not Applicable

(vi)
Reference Benchmark Security:
Euro 0.50 per cent. German Federal Government
Bond
due
15
February
2028
with
ISIN
DE0001102440

(vii)
If redeemable in part:

·
Minimum nominal amount to be Not Applicable
redeemed:

- 4 -

·
Maximum nominal amount to be Not Applicable
redeemed:
22.
Clean-up Call Option (Condition 7.2.3)
Applicable

23.
Residual Maturity Call Option (Condition 7.2.4)
Applicable
(i)
Residual Maturity Call Option Date:
29 February 2028

(ii)
If redeemable in part:

· Minimum nominal amount to be redeemed: Not Applicable

· Maximum nominal amount to be redeemed: Not Applicable

(iii)
Notice period:
As per condition 7.2.4 (Residual Maturity Call
Option)
24.
Put Option
Not Applicable

25.
Final Redemption Amount of each Note
100,000 per Note of 100,000 Specified
Denomination

Inflation Linked Notes Provisions relating to the Not Applicable
Final Redemption Amount:

26.
Early Redemption Amount

(i)
Early Redemption Amount(s) of each Note At par as per Condition 7.6 (Redemption for taxation
payable on redemption for taxation reasons, reasons), Condition 7.9 (Illegality) and Condition 10
illegality or an event of default:
(Events of Default)

(ii)
Redemption for taxation reasons permitted Yes
on calendar days other than Interest Payment
Dates:

(iii)
Unmatured Coupons to become void upon Not Applicable
early redemption (Bearer Notes only):

Inflation Linked Notes Provisions relating to the Not Applicable
Early Redemption Amount:

GENERAL PROVISIONS APPLICABLE TO THE NOTES
27.
Form of Notes:
Dematerialised Notes

(i)
Form of Dematerialised Notes:
Dematerialised Bearer Notes (au porteur)

(ii)
Registration Agent:
Not Applicable

(iii)
Temporary Global Certificate:
Not Applicable

(iv)
Materialised Note Agent:
Not Applicable

- 5 -

(v)
Applicable TEFRA exemption:
Not Applicable
28.
Identification information of Noteholders as provided Applicable
by Condition 2.1:
29.
Financial Centre(s) relating to payment dates:
TARGET2
30.
Talons for future Coupons to be attached to Definitive No.
Notes (and dates on which such Talons mature):

31.
Redenomination provisions:
Not Applicable
32.
Consolidation provisions:
Not Applicable
33.
Masse:
Name and address of the Representative:
Association de représentation des masses de
titulaires de valeurs mobilières (ARM)
Centre Jacques Ferronnière
32 rue du Champ de Tir
CS 30812
44308 Nantes Cedex 3
France

The Representative will receive a remuneration of
EUR 400 per year (VAT excluded)

LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described
herein pursuant to the Euro 4,500,000,000 Euro Medium Term Note Programme of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of Air France-KLM:

Duly represented by: Steven Zaat

- 6 -

PART B
OTHER INFORMATION
1.
Listing

(i)
Listing and admission to Application has been made by the Issuer (or on its behalf) for
trading:
the Notes to be listed and/or admitted to trading on Euronext
Paris with effect from the Issue Date

(ii)
Regulated
Markets
or Not Applicable
equivalent
markets
on
which, to the knowledge of
the Issuer, securities of the
same class of the Notes to be
admitted to trading are
already admitted to trading:

(iii)
Estimate of total expenses 5,300
related to admission to
trading:
2.
Ratings

Not Applicable
3.
Interests of natural and legal persons involved in the Issue offer
So far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
4.
Third party information and statement by experts and declarations of any interest
Where information has been sourced from a third party, provide a confirmation that this information has been
accurately reproduced and that as far as the Issuer is aware and is able to ascertain from information published
by that third party, no facts have been omitted which would render the reproduced information inaccurate or
misleading. In addition, the Issuer shall identify the source(s) of the information.
5.
Use, and estimated net amount of the proceeds

(i)
Use of proceeds:
General corporate purposes, including partial redemption of the
French State guaranteed senior bank loan granted in May 2020
("PGE")

(ii)
Estimated net amount of 495,985,000
proceeds:

6.
Fixed Rate Notes Only - Yield

Indication of yield:
8.250 per cent. per annum

The yield is calculated at the Issue Date on the basis of the Issue
Price. It is not an indication of future yield.
If a Step Up Margin of 0.375 per cent. per annum is applied as
from 31 May 2026 the yield in respect of the Notes, being
calculated at the Issue Date on the basis of the Issue Price of the
Notes, would be 8.372 per cent. per annum. It is not an indication
of future yield.

- 7 -

7.
Operational Information

ISIN Code:
FR001400F2R8

Common Code:
257626415

Legal Entity Identifier (LEI):
969500AQW31GYO8JZD66

Depositaries:

(i)
Euroclear France to act as Yes
Central Depositary:

(ii)
Common
depositary
for No
Euroclear and Clearstream:

Any clearing system(s) other than Not Applicable
Euroclear and Clearstream and the
relevant identification number(s):

Delivery:
Delivery against payment

Names and addresses of initial Paying
Société Générale
Agent(s):
32 rue du Champ de Tir
CS 30812
44308 Nantes Cedex 3
France

Names and addresses of additional Not Applicable
Paying Agent(s) (if any):

The aggregate principal amount of Not Applicable
Notes issued has been translated into
Euro at the rate of [·] producing a sum
of:
8.
Distribution

(i)
Method of distribution
Syndicated

(ii)
If syndicated, names of Crédit Agricole Corporate and Investment Bank
Managers:
Deutsche Bank Aktiengesellschaft
HSBC Continental Europe
Natixis
Société Générale

(iii)
Stabilisation
Manager(s)
Société Générale
(including addresses) (if any):

If non-syndicated, name of Dealer:
Not Applicable

- 8 -

9.
Other Markets

All Regulated markets or equivalent None
markets on which, to the knowledge of
the issuer, securities of the same class
of the securities to be offered or
admitted to trading are already
admitted to trading:

- 9 -